UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 19, 2010
Neuro – Biotech
Corp.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
33-55254-42
|
87-0485310
|
||
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
Aeschenvorstadt
71, CH-4051 Basel, Switzerland
|
||
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 41 61 500 05
16
M45 Mining Resources, Inc.,
4020 St-Ambroise, Suite 497, Montreal, Quebec Canada
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On or
about April 30, 2010 Neuro-Biotech Corp. (the “Company”) entered into sixteen
(16) license agreements (manufacturing and distribution) with Squib & Waves
Research Inc. and Northern Carrabean Star Inc., both International Business
Companies formed in the Bahamas, wherein Squib & Waves Research Inc. and
Northern Carrabean Star Inc. grant 16 licenses to the Company for the
manufacturing and distribution of “SymPath, Neuro-Bio #1, Diagnostic Kit,”
“Axis, Neuro-Bio #2, Diagnostic Kit,” “Tetric, Neuro-Bio #3, Diagnostic Kit,”
“Neuroamin, Neuro-Bio #4, Diagnostic Kit,” “Neutral, Neuro-Bio #5, Diagnostic
Kit,” “Tryptyr, Neuro-Bio #6, Diagnostic Kit,” “Divan, Neuro-Bio #7, Diagnostic
Kit,” “Gacha, Neuro-Bio #8, Diagnostic Kit,” “Freerad, Neuro-Bio #9, Diagnostic
Kit,” “Maos, Neuro-Bio #10, Diagnostic Kit,” “Neurendom, Neuro-Bio #11,
Diagnostic Kit,” “Neurendof, Neuro-Bio #12, Diagnostic Kit,” “Neuroarthric,
Neuro-Bio #13, Diagnostic Kit,” “Neuro-Relax, Neuroceuticals #1, Diagnostic
Kit,” “Neuro-Learn, Neuroceuticals #2, Diagnostic Kit,” “Neuro-Slim,
Neuroceuticals #3, Diagnostic Kit.”
As
consideration for the above-mentioned 16 licenses, the Company issued
615,000,000, in the aggregate, shares of Common Stock, whereby 315,000,000
shares of Common Stock were issued to Squib & Waves Research Inc. and
300,000,000 shares of Common Stock were issued to Northern Carrabean Star
Inc. Squib & Waves Research Inc. and Northern Carrabean Star Inc.
have agreed to invest the sum of 2,000,000 USD in Neuro-Biotech Corp. within
fifteen (15) months from the date of April 30, 2010, as a direct and proximate
result of the above-styled license agreements.
Squib
& Waves Research Inc. and Northern Carrabean Star Inc. either own or have
acquired the rights in and to certain trademarks and US Patent 5,879,902:
Diagnostic Methods and Kits for the Evaluation of the Sympathetic Nervous System
Function, Canadian Patent 2,294,179: Diagnostic Methods and Kits for the
Evaluation of the Sympathetic Nervous System Function and an International PCT
W098/58076. The foregoing patents are umbrella patents allowing for
the filing of other diagnostic kits, as noted above, using the same
methodology.
Item
8.01 Other Events.
A. On July 15, 2010 the
Company relocated its corporate headquarters to Basel,
Switzerland. The new address of the Company’s principal executive
offices is Aeschenvorstadt 71, CH-4051 Basel, Switzerland and the Company’s
mailing address is P.O. Box 605, CH-4010, Basel,
Switzerland. The Company’s new telephone number is 41 61 500 05
16.
B. The Company has modified
its business direction and focus away from mining and toward the realm of
neuroscience. Below is a complete business description:
Neuro-Biotech
Corp. is a public neuroscience medical diagnostic enterprise involved in the
unique international niche of clinical neuroscience with the emphasis being to
rapidly develop and commercialize innovative and competitive diagnostic
products, with the goal of becoming a world leader in this market.
Neuro-Biotech's
vision is to be the first neuro-pharmaceutical companies to bring to market
analytical diagnostic products specifically designed to facilitate early
diagnosis, and monitoring. This will allow follow-up treatments, through a
targeted therapeutic approach to the major psycho-social environmental diseases
related to the neuro-psycho-endocrine and immune systems.
Neuro-Biotech
Corp. Business aims are to: develop and commercialize quantitative diagnostic
blood tests for early diagnosis, monitoring and follow-up for a large range of
neuroscience and stress related disorders in order to accommodate unsatisfied
medical needs; develop its own extensive portfolio of diagnostic tests and
natural brain neuroceuticals; enter into strategic alliances with large
distributors in order to accelerate its worldwide market penetration in general
and, in particular some revenue interesting niche markets, by
initiating sales through its own sales force; and by forming business
partnerships with private laboratory networks on a worldwide basis.
C. On or about June 21, 2010
the Company entered into a Stock Repurchase and Termination of Contracts
Agreement with Miniere Grenville, Inc., whereby 7,159,090 shares of the
Company’s common stock were returned to the Company’s treasury.
D. On July 13, 2010 the
Company announced the formation of its first subsidiary, Neuro-Biotech Lab
Canada Inc., having its offices at 1002 Sherbrooke Street West, 28E Floor,
Montréal QC, H3A 3L6, Canada. The main purpose of the Canadian
subsidiary is to establish the Neuro-Biotech main laboratory in
Technoparc Montreal
(www.technoparc.com) near the Montreal International Airport, where Research and Development are to
be conducted, along with the analysis of various medical diagnostic tests were
the results will be made available to the medical
community.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereto
duly authorized.
Date:
July 19, 2010
NEURO-BIOTECH
CORP.
/s/ Barry
Somervail
Barry
Somervail, Chief Executive Officer